Merck Abandons Schering Offer After Bayer Bid

BERLIN – Bayer AG's (BAY) move to expand its pharmaceuticals unit with a 16.3 billion euro ($19.6 billion) offer for drugmaker Schering AG (SHR) was embraced enthusiastically by its target and rival Merck (MRK) abandoned its own takeover offer Friday.

Bayer's bid trumped Merck's hostile 14.9 billion euro ($17.9 billion) offer made earlier this month.

Bayer CEO Werner Wenning said 6,000 jobs would likely be eliminated "in the upcoming years" from the combined work force of around 60,000 after the acquisition, but did not provide exact details.

He said the acquisition plan will be filed with German financial watchdog BaFin, and Bayer expects to launch the takeover in mid-April. Schering Chief Executive Hubertus Erlen said becoming part of Bayer made strategic sense.

"Both businesses are complementary and follow the same strategy," he said. "Together they will be even more competitive internationally."

Schering had rebuffed Merck's March 12 offer as too low. Analysts had contended that Schering would likely hold out for a higher bid — but speculation centered on Switzerland's Novartis, not Bayer.

Bayer agreed to pay 86 euros ($103.67) per share, or 12 percent more than Merck's offer of 77 euros ($92.82) per share.

In a statement Friday, Merck said its executive board "has reached the conclusion that a higher price per Schering share is not justified ... and has therefore decided not to pursue the planned takeover of Schering."

Merck already had about 4.9 percent of Schering's shares tendered to it, and could earn some 250 million euros ($301 million) if the sale to Bayer goes through.

In a conference call, Erlen said talks with Bayer began March 13 and he realized that Schering could no longer remain independent.

"Schering's executive board unanimously supports the Bayer offer," he said, adding that a supervisory board meeting to endorse the deal would be called as soon as possible.

Pending regulatory approval in Europe and the United States, the combination of Schering and Bayer's pharmaceuticals unit will be named Bayer-Schering Pharmaceuticals and remain headquartered in Berlin.